PLEDGE AGREEMENT

Exhibit 10.4

Execution

PLEDGE AGREEMENT

          PLEDGE AGREEMENT (as amended, modified, restated and/or supplemented from time to time, this “ Agreement ”), dated as of May 14, 2009 made by TRICO MARINE SERVICES, INC., a Delaware corporation (the “ Issuer ”) and TRICO MARINE OPERATORS, INC., a Louisiana corporation (“ Trico Operators ” and together with the Issuer, each a “ Pledgor ” and together the “ Pledgors ”), to WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as collateral agent under the Second-Lien Documents (as defined below) (together with its successors and assigns in such capacity from time to time, the “ Collateral Agent ”).

W I T N E S S E T H :

          WHEREAS, the Issuer is party to those certain Exchange Agreements, dated as of May 11, 2009, pursuant to which the Persons party thereto as investors (each an “ Investor ”) exchanged $202,812,000 aggregate principal amount of 6.5% senior convertible debentures due 2028 for $253,515,000 initial aggregate principal amount of 8.125% Secured Convertible Debentures due 2013 (as amended, restated, supplemented and/or modified from time to time, the “ Second-Lien Notes ”), as well as cash and certain equity interests of the Issuer;

          WHEREAS, pursuant to that certain Indenture (as amended, restated, supplemented, or otherwise modified from time to time, the “ Second-Lien Notes Indenture ”), dated as of May 14, 2009, between the Issuer and Wells Fargo Bank, National Association, as Indenture Trustee (in such capacity, and together with any successors and assigns in such capacity, the “ Second-Lien Indenture Trustee ”) the Issuer issued Second-Lien Notes to the Investors (each such Investor and each Person to whom Second-Lien Notes are issued pursuant to the Second-Lien Notes Indenture on or after the date thereof, a “ Debentureholder ”, and collectively, the “ Debentureholders ”);

          WHEREAS, the obligations of the Issuer to the Debentureholders under the Second-Lien Notes will be guaranteed, on a subordinated and limited recourse basis, by Trico Operators and Trico Marine Assets, Inc., a Delaware corporation (“ Trico Assets ”) pursuant to that certain Subordinated Limited Recourse Guaranty, dated as of May 14, 2009 (as amended, restated, supplemented or otherwise modified from time to time, the “ Subordinated Guaranty ”);

          WHEREAS, the obligations of the Issuer to the Debentureholders under the Second-Lien Notes will be secured by the Collateral (as hereinafter defined) and the grant by Trico Assets of second-lien mortgages on, and assignments of earnings, insurance and charters in respect of, certain vessels owned by Trico Assets (such mortgages and assignments together with this Agreement, the Second-Lien Notes Indenture, the Second-Lien Notes, the Subordinated Guaranty, the Intercreditor Agreement (as defined below) and each of the other agreements, documents and instruments providing for or evidencing any other obligation of the Issuer, Trico Assets or Trico Operators to the Collateral Agent, the Second-Lien Indenture Trustee or the Debentureholders arising thereunder or in connection therewith, to the extent such are effective

at the relevant time, as the same may be amended, restated, supplemented, or modified from time to time, are referred to herein as the “ Second-Lien Documents ”);

          WHEREAS, the Pledgors are also party to (a) that certain Amended and Restated Credit Agreement, dated as of August 29, 2008 and amended on March 10, 2009 and May 8, 2009 and further amended on May 14, 2009 (as further amended, restated, supplemented, replaced, refinanced or otherwise modified from time to time, the “ First-Lien Credit Agreement ”) among the Issuer, as borrower, Trico Assets and Trico Operators, as guarantors, the lenders party thereto from time to time (the “ First-Lien Lenders ”), and Nordea Bank Finland plc, New York Branch (“ Nordea ”), as administrative agent for the First-Lien Lenders (in such capacity and together with any successors, assigns and replacements in such capacity, the “ First-Lien Administrative Agent ”), providing for the making of revolving loans to the Issuer, and the issuance of, and participation in, letters of credit for the account of the Issuer, all as provided therein and (b) that certain Amended and Restated Pledge and Security Agreement, dated as of August 29, 2008 (as amended, restated, supplemented, or replaced, refinanced otherwise modified from time to time, the “ First-Lien Security Agreement ”), among the Pledgor, the Issuer and Trico Assets, as pledgors, and Nordea, as collateral agent for the First-Lien Lenders (in such capacity and together with any successors, assigns and replacements in such capacity, the “ First-Lien Collateral Agent ”) and deposit account bank, pursuant to which the Pledgors granted the First-Lien Collateral Agent a first-priority security interest in, and lien on, the Collateral (as defined below), among other security interests granted therein by the Pledgors and Trico Assets, in order to secure the First-Lien Obligations (as defined in the Intercreditor Agreement referenced below); and

          WHEREAS, the Issuer, the First-Lien Collateral Agent, the Collateral Agent and the Pledgors are party to an Intercreditor Agreement, dated as of May 14, 2009, (as amended, restated, supplemented, or otherwise modified from time to time, the “ Intercreditor Agreement ”).

          NOW, THEREFORE, in consideration of the foregoing and other benefits accruing to the Pledgor, the receipt and sufficiency of which are hereby acknowledged, the Pledgors hereby agree with the Collateral Agent, for the benefit of the Debentureholders, as follows:

          1. SECURITY FOR OBLIGATIONS.

          1.1. Security . This Agreement is made by each Pledgor to the Collateral Agent for the benefit of the Debentureholders to secure:

     (i) the full and prompt payment by the Issuer when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness owing by it in respect of the Second-Lien Documents and (ii) in the case of Trico Operators, the payment by such Pledgor, as and when due and payable of all “Guaranteed Obligations” under (and as defined in) the Subordinated Guaranty, including, without limitation, in both cases, (A) all principal of and interest on the Second-Lien Notes (including, without limitation, all interest that accrues after the commencement of any Insolvency Proceeding of any Pledgor, whether or not the payment of such interest is unenforceable or is not allowable due to the existence of such Insolvency Proceeding),

and (B) all fees, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under any of the Second-Lien Documents and the due performance and compliance by the Issuer with all of the terms, conditions and agreements contained in the Second-Lien Documents (all such obligations, liabilities and indebtedness under clauses (i) and (ii), being herein collectively called the “ Second-Lien Obligations ”);

     (ii) any and all sums advanced by the Collateral Agent pursuant to the terms hereof in order to preserve the Collateral (as hereinafter defined) or its security interest in the Collateral;

     (iii) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of the Issuer referred to in clause (i) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Collateral Agent of its rights hereunder, together with reasonable attorneys’ fees and court costs; and

     (iv) all amounts paid by any Debentureholder as to which such Debentureholder has the right to reimbursement under Section 11 of this Agreement;

all such obligations, liabilities, sums and expenses set forth in clauses (i) through (iv) of this Section 1.1 being herein collectively called the “ Obligations ,” it being acknowledged and agreed that the “ Obligations ” shall include extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement pursuant to the Second-Lien Documents.

          2. DEFINITIONS. (a) All capitalized terms used in this Agreement and the recitals hereto which are defined in the Second-Lien Notes Indenture and the Second-Lien Notes or in Articles 8 or 9 of the UCC (as defined below), and which are not otherwise defined herein shall have the same meanings herein as set forth therein. Reference to singular terms shall include the plural and vice versa.

          (b) The following capitalized terms used herein shall have the definitions specified below:

          “ Adverse Claim ” has the meaning given such term in Section 8-102(a)(1) of the UCC.

          “ Agreement ” has the meaning set forth in the introductory paragraph hereof.

          “ Cash Proceeds ” has the meaning given such term in the UCC.

          “ Certificated Security ” has the meaning given such term in Section 8-102(a)(4) of the UCC.

          “ Clearing Corporation ” has the meaning given such term in Section 8-102(a)(5) of the UCC.

          “ Collateral ” has the meaning set forth in Section 3.1 hereof.

          “ Collateral Agent ” has the meaning set forth in the introductory paragraph hereof.

          “ Credit Party ” means each of the Issuer, Trico Assets and Trico Operators.

          “ Debentureholders ” has the meaning set forth in the Recitals hereto.

          “ Distribution Block Demand ” has the meaning set forth in Section 6 hereof.

          “ Event of Default ” means any Event of Default under, and as defined in, Second-Lien Notes Indenture.

          “ Exchange Offer ” has the meaning set forth in the Recitals hereto.

          “ First-Lien Administrative Agent ” has the meaning set forth in the Recitals hereto.

     “ First-Lien Collateral Agent ” has the meaning set forth in the Recitals hereto.

     “ First-Lien Credit Agreement ” has the meaning set forth in the Recitals hereto.

     “ First-Lien Lenders ” has the meaning set forth in the Recitals hereto.

     “ First-Lien Security Agreement ” has the meaning set forth in the Recitals hereto.

     “ Guaranteed Obligations ” has the meaning given to such term in Section 1.1 hereof.

     “ Indemnities ” has the meaning set forth in Section 11 hereof.

     “ Insolvency Proceeding ” means any proceeding commenced by or against any Person under any provision of the Bankruptcy Code (Chapter 11 of Title 11 of the United States Code) or under any other bankruptcy or insolvency law, assignments for the benefit of creditors, formal or informal moratoria, compositions, or extensions generally with creditors, or proceedings seeking reorganization, arrangement, or other similar relief.

     “ Intercreditor Agreement ” has the meaning set forth in the Recitals hereto.

     “ Investor ” has the meaning set forth in the introductory paragraph hereof.

     “ Issuer ” has the meaning set forth in the introductory paragraph hereof.

     “ Noncash Proceeds ” has the meaning given to such term in the UCC.

     “ Nordea ” has the meaning set forth in the Recitals hereto.

     “ Obligations ” has the meaning set forth in Section 1.1 hereof.

          “ Person ” means any individual, partnership, joint venture, firm, corporation, association, limited liability company, trust or other enterprise or any government or political subdivision or any agency, department or instrumentality thereof.

          “ Pledgor ” has the meaning set forth in the introductory paragraph hereof.

          “ Primary Obligations ” has the meaning set forth in Section 9(b) hereof.

          “ Proceeds ” has the meaning given such term in Section 9-102(a)(64) of the UCC.

          “ Pro Rata Share ” has the meaning set forth in Section 9(b) hereof.

          “ Secondary Obligations ” has the meaning set forth in Section 9(b) hereof.

          “ Second-Lien Documents ” has the meaning set forth in the Recitals hereto.

          “ Second-Lien Indenture Trustee ” has the meaning set forth in the Recitals hereto.

          “ Second-Lien Notes ” has the meaning set forth in the Recitals hereto.

          “ Second-Lien Notes Indenture ” has the meaning set forth in the Recitals hereto.

          “ Second-Lien Obligations ” has the meaning set forth in Section 1.1(i).

          “ Securities Act ” means the Securities Act of 1933, as amended, as in effect from time to time.

          “ Security ” and “ Securities ” has the meaning given such term in Section 8-102(a)(15) of the UCC.

          “ Security Entitlement ” has the meaning given such term in Section 8-102(a)(17) of the UCC.

          “ Stock ” means all of the issued and outstanding equity interests in (x) Trico Assets and Trico Operators owned by the Issuer and (y) any other Domestic Subsidiary at any time owned, directly or indirectly, by the Issuer which owns, directly or indirectly, interests in Trico Assets or Trico Operators.

          “ Subordinated Guaranty ” has the meaning given to such term in the Recitals hereto.

          “ Subsidiary ” shall mean, as to any Person, (i) any corporation more than 50% of whose stock of any class or classes having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time stock of any class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time owned by such Person and/or one or more Subsidiaries of such Person and (ii) any partnership, limited liability company, association, joint venture or other entity in which such Person and/or one or more Subsidiaries of such Person has more than a 50% equity interest at the time.

          “ Termination Date ” has the meaning set forth in Section 20 hereof.

          “ Trico Assets ” has the meaning set forth in the Recitals hereto.

          “ Trico Operators ” has the meaning set forth in the introductory paragraph hereof.

          “ Trico Supply ” shall mean Trico Supply AS, a limited company organized under the laws of Norway.

          “ Trico Supply Intercompany Loan ” means the loan from Trico Operators to Trico Supply in the initial principal amount of $194,000,000 pursuant to the Trico Supply Intercompany Loan Documentation.

          “ Trico Supply Intercompany Loan Documentation ” means that certain promissory note dated November 8, 2007, as amended, between Trico Supply and Trico Operators.

          “ UCC ” means the Uniform Commercial Code as in effect in the State of New York from time to time.

          “ Uncertificated Security ” has the meaning given such term in Section 8-102(a)(18) of the UCC.

          3. PLEDGE.

          3.1 Pledge . To secure the Obligations now or hereafter owed or to be performed by the Credit Parties under the Second-Lien Documents, the Pledgors do hereby grant and pledge to the Collateral Agent, for the benefit of the Debentureholders, and do hereby create a continuing security interest in favor of the Collateral Agent in, all of their right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “ Collateral ”):

     (a) all Stock;

     (b) the Trico Supply Intercompany Loan and the Trico Supply Intercompany Loan Documentation; and

          (c) all Proceeds (including all Cash Proceeds and Noncash Proceeds) and products of any and all of the foregoing; in each case howsoever the Pledgor’s interest therein may arise or appear (whether by ownership, security interest, claim or otherwise).

          3.2. Procedures . (a) To the extent permitted by the Intercreditor Agreement, to the extent that the Pledgors at any time or from time to time own, acquire or obtain any right, title or interest in any Collateral, such Collateral shall, to the extent permitted by law, automatically (and without the taking of any action by the Pledgors) be pledged pursuant to Section 3.1 of this Agreement and, in addition thereto, the Pledgors shall (to the extent provided below) take, or, in the case of Section 3.2(a)(iv), authorize the Collateral Agent to take the following actions as set forth below (as promptly as practicable and, in any event, within 30 days after it obtains such Collateral) for the benefit of the Collateral Agent and the Debentureholders:

     (i) with respect to a Certificated Security (other than a Certificated Security credited on the books of a Clearing Corporation), the Pledgors shall deliver such Certificated Security to the Collateral Agent with stock powers executed in blank;

     (ii) with respect to an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation), the Pledgors shall cause the issuer of such Uncertificated Security to duly authorize and execute, and deliver to the Collateral Agent, an agreement for the benefit of the Collateral Agent on behalf of the Debentureholders substantially in the form of Annex D hereto (appropriately completed to the reasonable satisfaction of the Collateral Agent and with such modifications, if any, as shall be reasonably satisfactory to the Collateral Agent) pursuant to which such issuer agrees during the continuance of any Event of Default to comply with any and all instructions originated by the Collateral Agent without further consent by the registered owner and not to comply with instructions regarding such Uncertificated Security originated by any other Person other than a court of competent jurisdiction;

     (iii) with respect to a Certificated Security or Uncertificated Security that is a Security credited on the books of a Clearing Corporation (including a Federal Reserve Bank, Participants Trust Company or The Depository Trust Company), the Pledgors shall promptly notify the Collateral Agent thereof and shall promptly take all actions required (i) to comply in all material respects with the applicable rules of such Clearing Corporation and (ii) to perfect the security interest of the Collateral Agent under applicable law (including, in any event, under Sections 9-314(a), (b) and (c), 9-106 and 8-106(d) of the UCC). The Pledgors further agree to take such actions as the Collateral Agent deems reasonably necessary to effect the foregoing; and

     (iv) with respect to cash proceeds from any of the Collateral described in Section 3.1 hereof which are not released to the Pledgors in accordance with Section 6 hereof, the Pledgors shall (i) establish, for the benefit of the Debentureholders, a cash account in the name of the applicable Pledgor or Pledgors over which the Collateral Agent shall have exclusive and absolute control and dominion (and no withdrawals or transfers may be made therefrom by any Person except with the prior written consent of the Collateral Agent) and (ii) deposit such cash in such cash account, in each case as promptly as practicable and, in any event, within 30 days after it obtains such cash proceeds; provided that until the Discharge of First-Lien Credit Agreement Obligations (as defined in the Intercreditor Agreement) shall have occurred, any cash proceeds from the Collateral received by the Collateral Agent shall be distributed to the First-Lien Collateral Agent to be held in a cash account over which such First-Lien Collateral Agent shall have exclusive and absolute control and dominion pursuant to the terms of the First-Lien Security Agreement.

          (b) In addition to the actions required to be taken pursuant to Section 3.2(a) hereof, the Pledgors shall take the following additional actions with respect to the Collateral to the extent permitted under the Intercreditor Agreement:

     (i) with respect to all Collateral of the Pledgors whereby or with respect to which the Collateral Agent may obtain “ control ” thereof within the meaning of Section 8-106 of

the UCC (or under any provision of the UCC as the same may be amended or supplemented from time to time, or under the laws of any relevant State other than the State of New York), the Pledgors shall take all actions as may be reasonably requested from time to time by the Collateral Agent so that “ control ” of such Collateral is obtained and at all times held by the Collateral Agent; and

     (ii) the Pledgors shall from time to time cause appropriate financing statements (on Form UCC-1 or other appropriate form) under the Uniform Commercial Code as in effect in the various relevant states and any other relevant jurisdictions, covering all Collateral hereunder (with the form of such financing statements to be satisfactory to the Collateral Agent), to be filed in the relevant filing offices so that at all times the Collateral Agent has a security interest in all Collateral which is perfected by the filing of such financing statements (in each case to the maximum extent perfection by filing may be obtained under the laws of the relevant states, including, without limitation, Section 9-312(a) of the UCC).

     (c) Pledgor shall deliver to the Collateral Agent, for the benefit of the Debentureholders, contemporaneously with the execution hereof, executed instruments of transfer or assignment with respect to the original Trico Supply Intercompany Loan Documentation (which shall be held and only exercised pursuant to the terms of the Intercreditor Agreement).

          3.3. Subsequently Acquired Collateral . If the Pledgors shall acquire (by purchase, stock dividend or similar distribution or otherwise) any additional Collateral at any time or from time to time after the date hereof, such Collateral shall automatically (and without any further action being required to be taken) be subject to the pledge and security interest created pursuant to Section 3.1 hereof and, furthermore, the Pledgors will promptly thereafter take (or cause to be taken) all action and promptly execute and deliver all further instruments and documents that the Collateral Agent may reasonably request (acting upon the written instructions of a majority in principal amount of the outstanding Debentures) in order to: (i) perfect and protect the security interest purported to be created hereby; (ii) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of the Collateral; or (iii) otherwise effect the purposes of this Agreement; provided such actions shall be with respect to such Collateral in accordance with the procedures set forth in Section 3.2 hereof (to the extent permitted by the Intercreditor Agreement), and will promptly thereafter deliver to the Collateral Agent (i) a certificate executed by a principal executive officer of the Pledgor describing such Collateral and certifying that the same has been duly pledged in favor of the Collateral Agent hereunder and (ii) supplements to Annexes A through C hereto as are reasonably necessary to cause such annexes to be complete and accurate in all material respects at such time.

          3.4. Transfer Taxes . Each pledge of Collateral under Section 3.1 or Section 3.3 hereof shall be accompanied by any transfer tax stamps required in connection with the pledge of such Collateral.

          3.5. Certain Representations and Warranties Regarding the Stock . The Issuer represents and warrants that on the date hereof: (i) the Issuer owns 100% of the outstanding interests of Trico Assets and Trico Operators; (ii) the Stock (and any warrants or options to

purchase Stock) consists of the number and type of shares of the stock (or warrants or options to purchase any stock) of such Persons as described in Annex B hereto; (iii) such Stock constitutes that percentage of the issued and outstanding capital stock as is set forth in Annex B hereto; and (iv) to the extent permitted by the Intercreditor Agreement, the Issuer has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to the Stock.

          3.6 Intercreditor Agreement . Notwithstanding anything to the contrary contained in this Agreement, the priorities with respect to all security interests granted to the Collateral Agent hereunder and under the other Security Documents and to the First-Lien Collateral Agent under the First-Lien Credit Documents (as defined in the Intercreditor Agreement) shall be governed by the terms and provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control.

          3.7 Payment and Enforcement of Trico Supply Intercompany Loan . Trico Operators shall not, without the consent of the Debentureholders holding at least a majority in principal amount of the Second-Lien Notes then outstanding, reduce or otherwise deem any amount owing under the Trico Supply Intercompany Loan satisfied or paid (including any principal, interest or other amount due thereunder) without the receipt of cash or other assets of the type described in Section 3.2(a)(i) through (iv) above, of equal or greater value.

          4. APPOINTMENT OF SUB-AGENTS; ENDORSEMENTS, ETC. If and to the extent necessary to enable the Collateral Agent to perfect its security interest in any of the Collateral or to exercise any of its remedies hereunder, the Collateral Agent shall have the right to appoint one or more sub-agents for the purpose of retaining physical possession of the Collateral, which may be held (in the discretion of the Collateral Agent) in the name of the Pledgors, endorsed or assigned in blank or in favor of the Collateral Agent or any nominee or nominees of the Collateral Agent or a sub-agent appointed by the Collateral Agent.

          5. VOTING, ETC., WHILE NO EVENT OF DEFAULT. Unless and until there shall have occurred and be continuing an Event of Default, the Pledgors shall be entitled to exercise any and all voting and other consensual rights pertaining to the Collateral owned by them, and to give consents, waivers or ratifications in respect thereof; provided that, in each case, no vote shall be cast or any consent, waiver or ratification given or any action taken or omitted to be taken which would violate any of the terms of any Second-Lien Document or the Intercreditor Agreement, or which could reasonably be expected to have the effect of impairing the Lien of the Collateral Agent or any Debentureholder in the Collateral, unless expressly permitted by the terms of the Second-Lien Documents or the Intercreditor Agreement. All such rights of the Pledgors to vote and to give consents, waivers and ratifications shall cease so long as an Event of Default has occurred and is continuing, and Section 7 hereof shall become applicable.

          6. DISTRIBUTIONS. Subject to the terms of the Intercreditor Agreement, unless and until (i) there shall have occurred and be continuing an Event of Default and (ii) the Collateral Agent shall have delivered to the Pledgors a Distribution Block Demand, all cash dividends, cash distributions, cash Proceeds and other cash amounts payable in respect of the Collateral shall be paid to the Pledgors. Upon the occurrence, and during the continuance, of an Event of Default, the Collateral Agent may, at the direction of the Second-Lien Indenture Trustee

and subject to the terms of the Intercreditor Agreement, deliver to the Pledgors a demand in writing instructing the Pledgors to deposit all cash dividends, cash distributions, cash Proceeds and other cash amounts payable in respect of the Collateral into a cash account in accordance with Section 3.2(a)(iv) (such demand a “ Distribution Block Demand ”); provided that the Collateral Agent shall promptly return all such amounts to the Pledgors if such Event of Default is subsequently cured or waived in accordance with the Second-Lien Documents. Subject to the Intercreditor Agreement, the Collateral Agent shall be entitled to receive directly, and to retain as part of the Collateral:

     (i) all other or additional stock, notes, instruments or other securities or property (including, but not limited to, cash dividends other than as set forth above in the first sentence of this Section 6) paid or distributed by way of dividend or otherwise in respect of the Collateral;

     (ii) all other or additional stock, notes, instruments or other securities or property (including, but not limited to, cash) paid or distributed in respect of the Collateral by way of stock split, spin off, split up, reclassification, combination of shares or similar rearrangement; and

     (iii) all other or additional stock, notes, instruments or other securities or property (including, but not limited to, cash) which may be paid in respect of the Collateral by reason of any consolidation, merger, exchange of stock, conveyance of assets, liquidation or similar corporate or other reorganization.

All dividends, distributions or other payments which are received by the Pledgors contrary to the provisions of this Section 6 and Section 7 hereof shall be received in trust for the benefit of the Collateral Agent subject to the terms of the Intercreditor Agreement, shall be segregated from other property or funds of the Pledgors and shall be forthwith paid over and/or delivered to the Collateral Agent as Collateral in the same form as so received (with any necessary endorsement).

          7. REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there shall have occurred and be continuing an Event of Default, then and in every such case, the Collateral Agent shall be entitled, subject in all cases to the terms of the Intercreditor Agreement, to exerc